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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
SR Telecom Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
78464P208
--------------------------------------------------------------------------------
(CUSIP Number)
David Wolinsky
Greywolf Capital Management LP
4 Manhattanville Road, Suite 201
Purchase, New York 10577
(914) 249-7800
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 18 Pages
Exhibit Index Found on Page 17
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Partners II LP
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of 60,736,012
Shares, which is 52.2% of the class of securities.
The reporting person on this cover page, however, is
a beneficial owner only of the securities reported by
it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 18,414,864 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
18,414,864 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
18,414,864 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 2 of 18 Pages
13D
====================
CUSIP No. 78464P208
====================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Overseas Fund
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of 60,736,012
Shares, which is 52.2% of the class of securities.
The reporting person on this cover page, however, is
a beneficial owner only of the securities reported by
it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Cayman Islands
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 41,951,149 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
41,951,149 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
41,951,159 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
41.7 % [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 3 of 18 Pages
13D
=====================
CUSIP No. 78464P208
=====================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Advisors LLC
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of 60,736,012
Shares, which is 52.2% of the class of securities.
The reporting person on this cover page, however, may
be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary
Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 18,414,864 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
18,414,864 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
18,414,864 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.1 % [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 4 of 18 Pages
13D
====================
CUSIP No. 78464P208
====================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Management LP
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of 60,736,012
Shares, which is 52.2% of the class of securities.
The reporting person on this cover page, however, may
be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary
Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 60,736,012 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
60,736,012 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
60,736,012 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 5 of 18 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf GP LLC
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of 60,736,012
Shares, which is 52.2% of the class of securities.
The reporting person on this cover page, however, may
be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary
Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 60,736,012 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
60,736,012 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
60,736,012 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.2 % [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 6 of 18 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Savitz
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of 60,736,012
Shares, which is 52.2% of the class of securities.
The reporting person on this cover page, however, may
be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary
Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 60,736,012 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
60,736,012 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
60,736,012 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.2 % [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 7 of 18 Pages
Preliminary Note: Certain of the Reporting Persons own in aggregate
CDN$13,066,872 principal amount of 10% Secured Convertible Debentures (the
"Debentures") of SR Telecom Inc. (the "Company") and 550,000 warrants (the
"Warrants"), each Warrant being exercisable for one share of common stock, no
par value (the "Shares") of the Company. The Debentures are not convertible
until the earlier of (i) the business day after the record date, if any, of the
Company's proposed rights offering and (ii) November 30, 2005. On whichever date
occurs earliest, CDN$10,000,000 of the aggregate CDN$75,300,000 principal amount
of Debentures issued will automatically be converted on a pro rata basis into
Shares (the "Automatic Conversion"). The Warrants are currently exercisable.
Although none of the Reporting Persons own any Shares, pursuant to Rule 13d-3
promulgated under the Securities Exchange Act of 1934 and assuming no holders of
Debentures and Warrants other than the Reporting Persons converted or exercised
their Debentures or Warrants immediately after the occurrence of the Automatic
Conversion, the Reporting Persons may be deemed to be the beneficial owners of
52.2% of the Company's Shares through their ownership of Debentures and
Warrants. Assuming all holders of Debentures (including the Reporting Persons)
converted their Debentures and the Reporting Persons also exercised their
Warrants immediately after the occurrence of the Automatic Conversion, the
Reporting Persons could be deemed to be the beneficial owners of 16.6% of the
Company's Shares. For further information regarding the Debentures and the
Warrants, see Items 4 and 6 below.
Item 1. Security And Issuer
------ -------------------
This statement relates to Shares of the Company. The Company's
principal offices are located at Corporate Head Office, 8150 Trans-Canada
Highway, Montreal, GC 4H5 1M5.
Item 2. Identity And Background
------ -----------------------
(a) This statement is filed by the entities and persons listed
below, all of whom together are referred to herein as the "Reporting Persons."
(i) Greywolf Capital Partners II LP, a Delaware limited
partnership ("Greywolf Capital II"), with respect to
the Shares it beneficially owns (through its ownership
of Debentures and Warrants);
(ii) Greywolf Capital Overseas Fund, a Cayman Islands
exempted company ("Greywolf Overseas"), with respect to
the Shares it beneficially owns (through its ownership
of Debentures and Warrants);
(iii) Greywolf Advisors LLC, a Delaware limited liability
company and the general partner of Greywolf Capital II
(the "General Partner"), with respect to the Shares
beneficially owned by Greywolf Capital II (through its
ownership of Debentures and Warrants);
(iv) Greywolf Capital Management LP, a Delaware limited
partnership and the investment manager of Greywolf
Overseas and Greywolf Capital II (the "Investment
Manager"),with respect to the Shares beneficially owned
by Greywolf Overseas and Greywolf Capital II (through
their ownership of Debentures and Warrants);
Page 8 of 18 Pages
(v) Greywolf GP LLC, a Delaware limited liability company
and the general partner of the Investment Manager (the
"Investment Manager General Partner"),with respect to
the Shares beneficially owned by Greywolf Overseas and
Greywolf Capital II (through their ownership of
Debentures and Warrants); and
(vi) Jonathan Savitz, a United States citizen ("Savitz")
and the senior managing member of the General Partner
and the sole managing member of the Investment
Manager General Partner, with respect to the Shares
beneficially owned by Greywolf Overseas and Greywolf
Capital II (through their ownership of Debentures
and Warrants).
(b) The address of the principal business and principal office of (i)
all of the Reporting Persons other than Greywolf Overseas is 4 Manhattanville
Road, Suite 201, Purchase, New York 10577 and (ii) Greywolf Overseas is 6 Front
Street, Hamilton, HM11 Bermuda.
(c) The principal business of each of Greywolf Capital II and
Greywolf Overseas is that of a private investment fund engaging in the purchase
and sale of investments for its own account. The principal business of the
General Partner is to act as the general partner of Greywolf Capital II. The
principal business of the Investment Manager is that of an investment adviser.
The principal business of the Investment Manager General Partner is to act as
the general partner of the Investment Manager. The principal business of Savitz
is serving as the senior managing member of the General Partner, serving as the
sole managing member of the Investment Manager General Partner and serving as
the chief executive officer and chief investment officer of certain other funds
managed by the Investment Manager.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The citizenship of each of the Reporting Persons is set forth
above.
Item 3. Source And Amount Of Funds And Other Consideration
------ --------------------------------------------------
Greywolf Capital II and Greywolf Overseas acquired the Debentures
pursuant to the Company's August 25, 2005 exchange of the Company's 8.15%
Debentures due August 31, 2005 (the "8.15% Debentures") plus all accrued
interest thereon for Debentures. Immediately prior to such exchange, Greywolf
Capital II and Greywolf Overseas held CDN$3,706,900.00 and CDN$8,528,100.00
principal amount of 8.15% Debentures, respectively.
Page 9 of 18 Pages
The net investments costs (including commission) for the Warrants held
by Greywolf Capital II and Greywolf Overseas is approximately CDN$134,458 and
CDN$656,832, respectively.
The consideration for the acquisition of the 8.15% Debentures and the
Warrants was obtained for each of Greywolf Capital II and Greywolf Overseas from
working capital and/or from borrowings pursuant to margin accounts maintained in
the ordinary course of business by it at Goldman Sachs & Co. and Citibank, N.A.
Each such Reporting Person holds certain securities in its margin accounts and
such accounts may from time to time have debit balances. Accordingly, the amount
of borrowings, if any, used to acquire the 8.15% Debentures and the Warrants is
indeterminate.
Item 4. Purpose Of The Transaction
------ --------------------------
The purpose of the acquisition of the Debentures and Warrants is for
investment, and the acquisitions reported herein by each of Greywolf Capital II
and Greywolf Overseas were made in the ordinary course of business and were not
made for the purpose of acquiring control of the Company. As discussed later in
this Item 4, as a holder of Debentures and a party to the Credit Agreement (as
defined below), Greywolf Capital II had and may continue to have certain limited
rights to identify certain candidates for the Company's Board of Directors.
Subject to the terms of the Automatic Conversion (as defined in the
Preliminary Note) and the PIK Acquisitions (as defined below), although no
Reporting Person has any specific plan or proposal to acquire or dispose of
Shares, Debentures and/or Warrants, consistent with its investment purpose, each
Reporting Person at any time and from time to time may acquire additional
Shares, Debentures and/or Warrants or dispose of any or all of its Debentures
and/or Warrants depending upon an ongoing evaluation of the investment in the
Shares, Debentures and Warrants, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares, Debentures and/or Warrants
which it may hold at any point in time.
As stated in the Preliminary Note, pursuant to the terms of the Trust
Indenture between the Company as issuer, Computershare Trust Company of Canada
and Manufacturers and Traders Trust Company as co-Trustees (together, the
"Debenture Trustee") dated as of August 22, 2005 (the "Debenture Indenture"),
the Debentures are not convertible until the earlier of (i) the business day
after the record date, if any, of the Company's proposed rights offering and
(ii) November 30, 2005. On whichever date occurs earliest, CDN$10,000,000 of the
aggregate CDN$75,300,000 principal amount of Debentures issued will
automatically be converted on a pro rata basis into Shares. On such conversion
date, certain Debentures owned by Greywolf Capital II and Greywolf Overseas will
automatically be converted into Shares.
Pursuant to the terms of the Debenture Indenture, interest on the
Debentures may be paid in cash or in kind at the option of the Company. If the
Company elects to pay interest in kind, the Reporting Persons will be deemed to
have beneficially acquired additional Shares to the extent the accrued interest
on the Debentures will be capitalized (the "PIK Acquisitions").
Page 10 of 18 Pages
The Debentures are subject to an Intercreditor Agreement, executed by
the Debenture Trustee, the Company and certain other parties, providing for,
among other things, the subordination of the rights of the holders of Debentures
in certain circumstances to certain creditors of the Company (the "Intercreditor
Agreement"). The Company, certain of the Reporting Persons and certain other
entities are also parties to a term sheet (the "May 2005 Term Sheet") dated May
19, 2005 (as amended), which also provides for certain rights and obligations to
the Reporting Persons as holders of the Debentures. Greywolf Capital II is a
party to that certain Credit Agreement (the "Credit Agreement") dated as of May
19, 2005 by and between the Company, BNY Trust Company of Canada as
Administrative Agent and Collateral Agent and certain lenders which provides the
Company with a revolving credit facility of US$39.625 million until October 1,
2006, followed by a non-revolving term period until October 2, 2001.
As part of the May 2005 Term Sheet, the Company agreed that at least 5
members of its Board of Directors would resign and that new members would be
appointed in their place. Such new members were to be identified by
Debentureholders who were also a party to the Credit Agreement (including
Greywolf Capital II) and would be approved by the Company, such consent not to
be unreasonably withheld. Based on information from the Company, the Reporting
Persons understand that as of the date hereof three new members to the Company's
Board of Directors have been appointed and additional members may be appointed
in consultation with the designated Debentureholders, as provided for in the May
2005 Term Sheet. This summary of certain terms of the May 2005 Term Sheet is
qualified in its entirety by the full terms and conditions of the May 2005 Term
Sheet. The May 2005 Term Sheet can be found as an exhibit to Schedule B to the
Material Change Report filed on Form 51-102F3 by the Company on SEDAR on June 3,
2005 (see www.sedar.com), and is incorporated herein by reference.
For further information concerning the Debentures and the Warrants, as
well as the registration rights agreement entered into by the Company and the
applicable trustees, see Item 6 below.
Also, consistent with their investment intent, the Reporting Persons
may but will not necessarily engage in communications with one or more
shareholders of the Company, one or more officers of the Company, one or more
members of the board of directors of the Company or other persons regarding the
Company, including but not limited to its operations and potential acquisitions
of an operating business by the Company.
Except to the extent the foregoing may be deemed a plan or proposal,
none of the Reporting Persons has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Page 11 of 18 Pages
Item 5. Interest In Securities Of The Issuer
------ ------------------------------------
(a) Greywolf Capital II and Greywolf Overseas
-----------------------------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each of Greywolf Capital II and
Greywolf Overseas is incorporated herein by reference
for each such entity. The percentage amount set forth
in Row 13 for all cover pages filed herewith is
calculated based upon the sum of (i) the 17,610,132
Shares outstanding as reported by the Company plus
(ii) with respect to each Reporting Person, that
number of additional Shares that would be issued if
such Reporting Person converted or exercised all of
the Debentures and Warrants, as applicable, of which
it is the deemed beneficial owner and (iii) that
number of additional shares that will be issued upon
the Automatic Conversion (as defined in the
Preliminary Note).
(c) There have been no transactions in the Shares in the
last 60 days.
(d) The General Partner has the power to direct the
receipt of dividends relating to, or the disposition
of the proceeds of the sale of, all of the Shares
beneficially owned by Greywolf Capital II reported
herein. The Investment Manager has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Shares beneficially owned by Greywolf Overseas
and Greywolf Capital II reported herein. The
Investment Manager General Partner is the general
partner of the Investment Manager. Savitz is the
senior managing member of the General Partner and the
sole managing member of the Investment Manager
General Partner.
(e) Not applicable.
(b) The General Partner, the Investment Manager and the Investment
--------------------------------------------------------------
Manager General Partner
-----------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each of the General Partner,
the Investment Manager and the Investment Manager
General Partner is incorporated herein by reference.
(c) None.
(d) The General Partner has the power to direct the
receipt of dividends relating to, or the disposition
of the proceeds of the sale of, all of the Shares
beneficially owned by Greywolf Capital II reported
herein. The Investment Manager has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Shares beneficially owned by Greywolf Overseas
and Greywolf Capital II reported herein. The
Investment Manager General Partner is the general
partner of the Investment
Page 12 of 18 Pages
Manager. Savitz is the senior managing member of the
General Partner and the sole managing member of the
Investment Manager General Partner.
(e) Not applicable.
(c) Savitz
------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Savitz is incorporated herein
by reference.
(c) None.
(d) The General Partner has the power to direct the
receipt of dividends relating to, or the disposition
of the proceeds of the sale of, all of the Shares
beneficially owned by Greywolf Capital II reported
herein. The Investment Manager has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Shares beneficially owned by Greywolf Overseas
and Greywolf Capital II reported herein. The
Investment Manager General Partner is the general
partner of the Investment Manager. Savitz is the
senior managing member of the General Partner and the
sole managing member of the Investment Manager
General Partner.
(e) Not applicable.
The Debentures and Warrants underlying the Shares reported hereby for
Greywolf Capital II are owned directly by Greywolf Capital II and those reported
by Greywolf Overseas are owned directly by Greywolf Overseas. The General
Partner, as general partner to Greywolf Capital II, may be deemed to be the
beneficial owner of all such Shares beneficially owned by Greywolf Capital II.
The Investment Manager, as investment manager to Greywolf Overseas and Greywolf
Capital II, may be deemed to be the beneficial owner of all such Shares
beneficially owned by Greywolf Overseas and Greywolf Capital II. The Investment
Manager General Partner, as general partner of the Investment Manager, may be
deemed to be the beneficial owner of all such Shares beneficially owned by
Greywolf Overseas and Greywolf Capital II. Savitz, as the senior managing member
of the General Partner and as the sole managing member of the Investment Manager
General Partner, may be deemed to be the beneficial owner of all such Shares
beneficially owned by Greywolf Capital II and Greywolf Overseas. Each of the
General Partner, the Investment Manager, the Investment Manager General Partner
and Savitz hereby disclaims any beneficial ownership of any such Shares (and
related Debentures and Warrants).
Item 6. Contracts, Arrangements, Understandings Or
------ -------------------------------------------
Relationships With Respect To Securities Of The Issuer
------------------------------------------------------
Greywolf Capital II and Greywolf Overseas own CDN$3,958,937 principal
amount and CDN$9,107,935 principal amount of Debentures, respectively. The
Debentures can be converted on the earlier of (i) the business day after the
record date, if any, of the Company's proposed rights offering and (ii) November
30, 2005. On whichever date occurs earliest, the Automatic Conversion
Page 13 of 18 Pages
described in the Preliminary Note and Item 4 above will occur. Each CDN$1,000
principal amount of Debentures is convertible into 4,606 Shares, subject to
adjustment pursuant to the terms of the Debenture Indenture. The Debentures can
be converted until the earlier of (i) close of business on the day before the
maturity date of the Debentures, which maturity date is October 15, 2011 and
(ii) the business day before any redemption date for the Debentures. This
summary of the Debentures is qualified in its entirety by the full terms and
conditions of the Debenture Indenture. For the full terms and conditions of the
Debentures, see the Debenture Indenture (which the Company has told the
Reporting Persons is or will be filed by the Company as an exhibit to the
Registration Statement on Form F-1 filed or to be filed by the Company) or
contact the Company at 514-335-1210.
The Warrants are currently exercisable and can be exercised until
February 18, 2006. The exercise price of the Warrants is CDN$9.00 per Share,
subject to adjustment. This summary of the Warrants is qualified in its entity
by the full terms and conditions of the Warrant Indenture dated as of February
18, 2004 between the Company and Computershare Trust Company of Canada as
Warrant Agent (the "Warrant Indenture") . For the full terms and conditions of
the Warrants, see the Warrant Indenture filed as Exhibit 2.3 to the Annual
Report on Form 20-F for the year ended December 31, 2003 filed by the Company
with the SEC on April 23, 2004, which document is incorporated herein by
reference.
Certain of the Reporting Persons have certain registration rights in
the U.S. under a registration rights agreement entered into among the Company
and the Debenture Trustee on or about August 22, 2005, as amended (the
"Registration Rights Agreement"). The Reporting Persons understand that,
pursuant to such agreement, the Company intends to file with the SEC a
registration statement on Form F-1 registering the resale of the Debentures and
any Shares issued upon the conversion of the Debentures. This summary of the
Registration Rights Agreement is qualified in its entirety by the full terms and
conditions of the Registration Rights Agreement. For a copy of the Registration
Rights Agreement, see the Registration Rights Agreement (which the Company has
told the Reporting Persons is or will be filed by the Company as an exhibit to
the Registration Statement on Form F-1 filed or to be filed by the Company) or
contact the Company at 514-335-1210.
The May 2005 Term Sheet, the Intercreditor Agreement and the Credit
Agreement are described in Item 4 above.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Company, including but not limited to the transfer or voting of any
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials To Be Filed As Exhibits
---------------------------------
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements as required by Section 240.13d-1(k)
under the Securities Exchange Act of 1934, as amended. The Warrant Indenture is
filed as Exhibit 2.3 to the Annual Report on Form 20-F for the year ended
December 31, 2003 filed by the Company with the SEC on April 23, 2004, which
document is incorporated herein by reference. The May 2005 Term Sheet can be
found as an
Page 14 of 18 Pages
exhibit to Schedule B to the Material Change Report filed on Form 51-102F3 by
the Company on SEDAR on June 3, 2005 (see www.sedar.com). The Reporting Persons
have been told by the Company that the Debenture Indenture and the Registration
Rights Agreement are or will be filed by the Company as exhibits to the
Registration Statement on Form F-1 filed or to be filed by the Company. The
Company can be contacted at 514-335-1210.
Page 15 of 18 Pages
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 11, 2005
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf
And as investment manager to
GREYWOLF CAPITAL OVERSEAS FUND
By Jonathan Savitz,
Managing Member of Greywolf GP LLC, its General Partner
/s/ Jonathan Savitz
-------------------------------------
Jonathan Savitz
Page 16 of 18 Pages
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Section
240.13d-1(k)
Page 17 of 18 Pages
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
--------------------------------
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: October 11, 2005
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf
And as investment manager to
GREYWOLF CAPITAL OVERSEAS FUND
By Jonathan Savitz,
Managing Member of Greywolf GP LLC, its General Partner
/s/ Jonathan Savitz
----------------------------------------
Jonathan Savitz
Page 18 of 18 Pages